IRFC FINAL - Indian Railway Finance Corporation Ltd.

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Report on Corporate GovernanceIndian Railway Finance Corporation Limited (IRFC) is aCentral Public Sector Enterprise. Its entire paid up sharecapital is held by the President of India and his nominees.It is also a listed Company in the sense that its Bonds arelisted on the Wholesale Debt Market (WDM) segmentof the National Stock Exchange (NSE), Mumbai. IRFCis in compliance of relevant provisions of CorporateGovernance, in terms of the Listing Agreement enteredinto with the NSE. In this connection, relevant detailsare furnished below:-Company's Philosophy on the Code of GovernanceThe Company looks upon Corporate Governance as anenterprise-wide endeavour targeted at value creationin the form of striking optimum balance between itsprofit and cost of funds transferred to the Ministry ofRailways who is also the Shareholder. This is soughtto be achieved by a combination of delegation andaccountability amongst key executives in the Company;focussed attention and transparency in operations of theCompany; skill upgrades through need-based training,etc.; and enhanced investor / lender satisfactionthrough timely debt servicing.In pursuit of the best Corporate Governance practices,the Company formulated a 'Code of BusinessConduct and Ethics for Board Members and SeniorManagement'in June, 2008 to foster ethics andtransparency in managing its business affairs. The samehas also been posted on the website of the Company(www.irfc.in).Compliance with and non-violation of the provisionsenshrined in the Code during the previous year isrequired to be signed by all Directors and seniorOfficers of the Company. The requirement standsfulfilled. A declaration to this effect, duly signed by theManaging Director (CEO), is at Annexure 'A' and formspart of this report.Board of DirectorsAs on the date of the Report, there are 8 Directors onthe Board of the Company. The Financial Commissioner(Railways) is the ex-officio Non-Executive Chairpersonof the Company. Besides Managing Director andDirector Finance, one Director each is nominated byMinistry of Finance and Ministry of Railways, and thereare three non-government Directors (hereinafter referredto as Independent Directors). As provided in the Articlesof Association of IRFC, the appointment of Directorsand payment of their remuneration are determined bythe President of India, except the remuneration of theIndependent Director(s),which is determined by theBoard of Directors subject to laws applicable from timeto time. Meetings of the Board of Directors held duringthe year under review are listed below :-Serial No. Board Meeting No. Date1. 181 28.04.20082. 182 10.07.20083. 183 29.07.20084. 184 19.08.20085. 185 06.10.20086. 186 22.10.20087. 187 26.11.20088. 188 30.01.20099. 189 16.03.200917
Attendance at the Meetings of the Board of Directors during 2008-09 :-Name of the Director Number ofmeetings of BODheld during theirtenureNumber ofmeetingsattendedSmt. Sowmya RaghavanChairperson / IRFCFrom 01.01.2009Smt. Sudha M.ChobeChairperson / IRFCCeased to be Chairpersonon 30.11.2008Shri R. KashyapManaging Director/IRFCFrom 01.09.2006Shri Arvind MayaramDirector / IRFCCeased to be Directoron 04.03.2009Prof. R.Narayanaswamy #Director / IRFCFrom 16.10.2008Shri Nasser MunjeeDirector / IRFCFrom 17.10.2006Shri S.K.KaushikDirector Finance / IRFCFrom 10.09.2007Kumari Anjali GoyalDirector / IRFCFrom 24.05.2007Shri Govind MohanDirector / IRFCFrom 04.03.2009Shri P.K.Choudhury #Director / IRFCFrom 16.10.2008Attendance atthe last AGMDirectorshipIn otherCompaniesNo. of Committeepositions held inpublic companiesincluding IRFC @2 2 NA None None7 7 Yes 1 None9 9 Yes None None5* 1 No 2 24 3 NA None 19 3 No 13 10**9 9 Yes None None9 8 Yes None None1 1 NA 2 None4 3 NA 6 5*** Shri Arvind Mayaram was promoted and transferred out of the Ministry of Finance on 17.10.2008. However,formal orders, including orders of appointment of Shri Govind Mohan in his place, were received in our Officeonly on 04.03.2009.@ Only Audit Committee and Shareholder' Grievance Committee have been reckoned while considering Committeepositions.** Shri Nasser Munjee is Chairman of 4 Committees in different companies. Shri P.K.Choudhury is not Chairman ofany Committee in any Company.# Order appointing Prof. R. Narayanaswamy and Shri P.K.Choudhury as Independent Director(s) of the Company wasissued by the Ministry of Railways on 16.10.2008. However, the same was received in our Office on 24.10.2008,and they could not attend the Meeting of the Board held on 22.10.2008.18
Page 22 and 23: NOTE : Salary, in the following sca
Page 24 and 25: General Body MeetingsDetails of loc
Page 26 and 27: Chief Executive Officer and Chief F
Page 28 and 29: ANNUALACCOUNTS2008-09Indian Railway
Page 30 and 31: PROFIT AND LOSS ACCOUNTFOR THE YEAR
Page 32 and 33: SCHEDULE-3LOANS(Rs. in Lacs)DESCRIP
Page 34 and 35: SCHEDULE-3 Contd...LOANS(Rs. in Lac
Page 42 and 43: SCHEDULE-7CURRENT ASSETS, LOANS & A
Page 44 and 45: SCHEDULE-8CURRENT LIABILITIES AND P
Page 46 and 47: SCHEDULE-12ADMINISTRATIVE & OTHER E
Page 48 and 49: SCHEDULE-15PRIOR PERIOD ADJUSTMENTS
Page 50 and 51: monetary assets and liabilities at
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(iii) Interest expense in respect o
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(b) The Company has one (P.Y one) I
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(b) The Company is required to tran
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As a result of adopting AS - 15 (Re
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21. As per Accounting Standard (AS)
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34. BALANCE SHEET ABSTRACT AND COMP
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Auditor's ReportTo,THE MEMBERS,INDI
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(xii) The company has not granted a
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